Exhibit 99.1
HISTOGENICS CORPORATION ANNOUNCES INTENT TO
CONVENE AND ADJOURN ITS SPECIAL MEETING
BOSTON, Mass. — September 11, 2019 — Histogenics Corporation (Nasdaq: HSGX) (the “Company” or “Histogenics”) today announced that it intends to convene and then adjourn, without conducting any business, its special meeting of stockholders (the “Special Meeting”) to be held with respect to its proposed merger with Ocugen, Inc. (“Ocugen”) pursuant to the Agreement and Plan of Merger and Reorganization, dated as of April 5, 2019, as amended (the “Merger Agreement”), by and among the Company, its wholly-owned subsidiary, Restore Merger Sub, Inc. (“Merger Sub”) and Ocugen, which provides for the merger (the “Merger”) of Merger Sub with and into Ocugen. The Special Meeting is being adjourned in order to solicit additional proxies for the proposals to be presented at the Special Meeting.
Histogenics intends to reconvene the Special Meeting at 9:00 a.m., local time, on September 26, 2019, at the offices of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP located at One Marina Park Drive, Suite 900, Boston, MA 02210.
At the Special Meeting, stockholders of Histogenics’ will be asked to approve and adopt the Merger Agreement, including the proposed Merger, and such other proposals as disclosed in the definitive prospectus/proxy statement/information statement relating to the Special Meeting. The full meeting agenda and each of the proposals being voted upon at the Special Meeting are detailed in the definitive prospectus/proxy statement/information statement, which is included as part of the Registration Statement on FormS-4, as amended (FileNo. 333-232147), of Histogenics. Stockholders of record at the close of business on July 15, 2019 are entitled to receive notice of the Special Meeting and to vote the shares of common stock of Histogenics owned by them at the Special Meeting.
Additional Information about the Merger and Where to Find It
In connection with the proposed Merger, Histogenics has filed with the Securities and Exchange Commission (the “SEC”) a registration statement onForm S-4 that contains a prospectus/proxy statement/information statement and other relevant documents concerning the proposed business combination. The registration statement on FormS-4 was declared effective by the SEC on August 6, 2019. Histogenics mailed the prospectus/proxy statement/information statement to its stockholders beginning on or around August 12, 2019.Investors and security holders of Histogenics and Ocugen are urged to read the definitive proxy statement/prospectus/information statement and other materials filed or that will be filed with the SEC because they contain or will contain important information about Histogenics, Ocugen and the Merger. The proxy statement/prospectus/information statement and other relevant materials, and any other documents filed by Histogenics with the SEC, may be obtained free of charge at the SEC web site at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by Histogenics by directing a written request to: Histogenics Corporation, c/o Gunderson Dettmer, One Marina Park Drive, Suite 900, Boston, MA 02210, Attention: HSGX Secretary.
No Offer or Solicitation
This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities in connection with the proposed Merger shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Participants in the Solicitation
Histogenics and its directors and executive officers and Ocugen and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Histogenics in connection with the proposed transaction. Information regarding the special interests of these directors and executive officers in the proposed Merger are included in the definitive proxy statement/prospectus referred to above. Additional information regarding the directors and executive officers of Histogenics is also included in Histogenics’ Annual Report on Form10-K for the year ended December 31, 2018. These documents are available free of charge at the SEC web site (www.sec.gov) and from the Secretary of Histogenics at the address described above.